Directors Report of Garnet International Ltd.

Mar 31, 2018

The Directors have pleasure in presenting the Thirty Sixth (36^th) Directors’ Report of your Company along with the financial statements for the financial year ended 31^st March, 2018.

OPERATING RESULTS

1. Certain key aspects of your Company’s performance during the financial year ended 31^st March, 2018, as compared to the previous financial year are summarized below:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	Year ended 31.03.2018	Year ended 31.03.2017	Year ended 31.03.2018	Year ended 31.03.2017
Income for the year	34436.21	4947.08	35557.16	6408.56
Expense for the year	33456.42	3842.73	34600.03	5141.58
Profit before Tax and Interest	979.79	1104.35	957.13	1266.98
Current Tax	213.89	222.87	213.89	254.53
Provisions for Taxation/ Deferred Tax	(1.17)	(1.37)	9.78	10.52
Net Profit / (Loss) for the Current Year	1166.27	882.85	1132.65	995.75
Minority Interest & Profit from Associate Company	-	-	(9.98)	25.77
Net Profit After Tax	1166.27	882.85	1142.63	969.95
Transfer to General Reserves Balance carried to Balance Sheet	1166.27	882.85	1142.63	969.95

2. DIVIDEND AND RESERVES:

Your Directors recommend for approval of the Members at the ensuing Annual General Meeting (AGM), a dividend of 0.50 paisa (5%) per equity share of Rs. 10 each, for the financial year ended 31^st March, 2018. The dividend will be paid in compliance with the applicable rules and regulations.

No amount was transferred to General Reserve during the year

3. SHARE CAPITAL

During the year under review, the Company vide special resolution dated 15th December, 2017 has issued 3,20,000 (Three Lac Twenty Thousand only) Convertible Warrants (“Warrants”) on a preferential basis to Non-Promoter Individuals with a right to Warrant Holders to apply for and get allotted one equity share of face value of Rs.10/- (Rupees Ten Only) each (the “Equity Shares”) for each Warrant, within a period of 18 (Eighteen) months from the date of allotment of Warrants and the Board of Director of the Company vide resolution dated 05^th February, 2018 has allotted 2,84,552 equity shares to the warrant holder of the Company, due to which the paid up share capital of the Company has increased from Rs. 6,22,50,000 to Rs. 65,095,520 consisting of 6509552 fully paid up equity shares of the Company.

The Company vide ordinary resolution dated 26^th February, 2018 passed by way of postal ballot has increased the Authorised Share Capital from existing Rs.7,50,00,000/-(Rupees Seven Crore Fifty Lacs only) divided into 75,00,000 (Seventy Five Lacs only) equity shares of Rs.10/-each to Rs.30,00,00,000/- (Rupees Thirty Crore only) divided into 3,00,00,000 (Three Crore only) equity shares of Rs.10/- each ranking pari pasu with existing shares of the Company. In the same notice of postal ballot which consist of increase in Authorised share capital of the Company, the Company also got approved the issue of Bonus Equity Shares to the Equity Shareholders of the Company in the ratio of 2:1. The board of Director of the Company at its meeting held on 08^th March, 2018 has allotted 13019104 bonus equity shares to the Equity Shareholders of the Company.

Hence the Paid up Capital of the Company which was stood at Rs. 6,22,50,000 on 31^st March, 2017 has increased to Rs. 19,52,86,560 consisting of 1,95,28,656 fully paid equity shares of the Company on 31^st March, 2018.

4. OVERVIEW OF OPERATIONS:

During the year under review, on Standalone basis your Company recorded a total income of Rs. 34,436.21 lakhs as compared to last year’s total Income of Rs. 4,947.08 lakhs and Net Profit of Rs. 1166.27 lakhs as compared to last year’s net profit of Rs. 882.85 Lakhs. For further information, kindly refer to Management Discussion and Analysis Report which includes the growth of the Company, forming part of this Annual report.

5. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 (“the Act”) and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014 is appended as Annexure I to the Annual Report.

6. NUMBER OF MEETINGS OF THE BOARD

The Board met 9 (Nine) times in Financial Year 2017-18 (FY 2017-18) viz., on 01^st April, 2017, 30th May, 2017, 10^th August, 2017, 14^th November, 2017, 18^th November, 2017, 24^th January, 2018, 05^th February, 2018, 08^th March, 2018 and 27^th March, 2018.

The details of attendance of Director with respect to above meetings are as follows:

Name of Director	No. of Meeting eligible to Attend	No. of Meeting Attended
Mr. Suresh Gaggar	9	9
Mr. Ramakant Gaggar	9	9
*Mr. Dinesh Nandwana	3	1
*Dr. Vidhu Kakkar	7	7
Mrs. Manju Maheshwari	9	9
Mr. Sharad Rathi	9	9

* Dr. Vidhu Kakkar has appointed on 30^th May, 2017 and resigned w.e.f from 26^th March, 2018/ Mr. Dinesh Nandwana has resigned from the Board w.e.f 10^th August, 2017

7. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:

i. In the preparation of the annual accounts for financial year ended 31^st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31^st March, 2018 and of the profit of the Company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts for financial year ended 31^st March, 2018 on a ‘going concern’ basis.

v The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

vi. The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

8. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Act, confirming that they meet the criteria of independence under Section 149(6) of the Act, and Regulation 16 (1)(b) of the Securities Exchange board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

9. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act and Regulation 19 of Listing Regulations, is appended as Annexure II to this Annual Report.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, read with Companies (Meeting of Board and Its Powers) Rules, 2014 as on 31^st March, 2018 are given in the notes to the Financial Statements forming part of this Annual report.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2017-18, your Company has not entered into transactions with related parties as defined under section 2(76) of the Act, read with the Companies (Specification and Definitions Details), Rules, 2014 and Rules made thereunder and Regulation 23 of the Listing Regulations. All the transactions with the Related Parties are at arm’s length basis and these transactions are not of material in nature as per Section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2014. The related party transactions are placed before the Audit Committee as also the Board for approval. The Form AOC- 2 of the Companies (Accounts) Rules, 2014 is set out as Annexure III to this Annual Report.

The details of party transactions as required under Accounting Standard-18 are set out in notes to accounts to the Financial Statements forming part of this Annual Report.

The Policy on Related Party Transaction may be accessed on the Company’s website at the link: http://garnetint.com/ mdocs-posts/related-party-transactions-policy/

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

13. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 is given in Annexure IV to this Annual Report.

14. BUSINESS RISK MANAGEMENT

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage.

The business risk framework defines the risk identification and its management approach across the enterprise at various levels including documentation and reporting. The framework helps in identifying risks trend, exposure and potential impact analysis on a Company’s business.

15. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act. Your Company’s Annual Report on the CSR activities undertaken during the financial year ended 31^st March, 2018, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure V.

16. VIGIL MECHANISM

The Company has adopted a Vigil Mechanism and Whistle Blower Policy for Directors and Employees in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations, to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The said policy is also available on the Company’s website: http://garnetint.com/mdocs-posts/vigil-mechanisim-policy/

17. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD

Pursuant to the provisions of the Act, and Regulation 17 of the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria for the Board, its Committees and Directors.

The Board’s functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

The Committees of the Board were evaluated after taking inputs from the Committee members on the basis of criteria such as degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors.

18. SUBSIDIARY COMPANIES

The Company is having one material Subsidiary i.e. Sukartik Clothing Private Limited. Further, Company has also formulated policy for determining material subsidiary and the same is available on Company’s website and the same may be accessed at the link: http://garnetint.com/mdocs-posts/policy-for-determining-material-subsidiary/

Further during the year Garnet Valorem Capital Ventures Private Limited was incorporated as subsidiary of the Company on 16th January, 2018.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statement of the Subsidiary company in Form AOC-1 is attached to the a part of this Report as Annexure- VI.

19. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE COMPANIES ACT 2013

The Company has neither accepted nor renewed any deposits during the Financial Year 2017-18 in terms of Chapter V of the Act.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

21. INTERNAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial control with reference to financial statements. The Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Act, to the extent applicable. These are in accordance with generally accepted accounting principles in India.

The Company in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/validate them as and when appropriate. The basis of such judgments and estimates are also approved by the Statutory Auditors and Audit Committee.

The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company’s policies, safeguarding of Company’s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Section 152(6)(e) of the Act, Mr. Suresh Gaggar (DIN: 00599561), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board of Directors, at its meeting held on 30^th May, 2017 has appointed Dr. Vidhu Kakkar as an Additional Independent Director. Further as per the declaration given by her she has been re-designated from Additional Non Executive Independent director to Non-Executive Non Independent Director and she has resigned from the Board w.e.f. 26^th March, 2018. Mr. Dinesh Nandwana has also resigned as an Independent Director of the Company w.e.f 10^th August, 2017.

Board places on record its appreciation for the assistance and guidance provided by Mr. Dinesh Nandwana and Dr. Vidhu Kakkar during his tenure as Director of the Company.

Further the Board of Director at its meeting held on 28^th June, 2018, subject to approval of members, the Board has appointed Mr. Suresh Gaggar as Chairman of the Company, Mr. Ramakant Gaggar as Managing Director of the Company and Dr. Jaswantsingh Patil as an Additional Independent Director of the Company. Mr. Ramakant Gaggar and Dr. Jaswantsingh Patil, if appointment approved by the member, will be appointed for the period of 05 years commencing from 28^th June, 2018.

23. AUDITORS

1. Statutory Auditor

The members of the Company at its meeting held on 27^th September, 2017 has appointed M/s. MVK Associates, Chartered Accountants, Mumbai, (ICAI Registration No. 120222W) as Statutory Auditor of the Company for second consecutive term of five years i.e. from the conclusion of 35^th Annual General meeting of the Company till the Conclusion of the 40^th Annual General Meeting of the Company subject to ratification by the shareholders of the Company at every annual general meeting of the Company held thereafter or as may be necessitated by the Act from time to time.

M/s. MVK Associates, Chartered Accountants, Mumbai, (ICAI Registration No. 120222W) have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Act and rules issued thereunder (including all statutory modification and amendment made from time to time).

Auditors report for the financial year ended 31^st March, 2018 forms part of this Annual Report. Following mentioned remarks are given by the Auditors of the Company in their Audit Report for the year ended 31^st March, 2018:

a. Company''s Financial Assets constitutes more than 50% of total assets and income from financial assets constitutes more than 50% of the gross income, in lieu of this, Company has changed its Main Object clause and is also under process of registering itself with RBI under Sec. 45IA.

b. In the case of one of the Subsidiary Company, Provision for Employee benefits has not been done as per Accounting Standard 15 which deals with “Employee Benefits".

Further, the Audit Committee and Board of Directors of the Company recommends to the members of the Company for ratification of appointment of statutory auditor of the Company from this ensuing Annual General Meeting till the conclusion of the 40^th Annual General Meeting of the Company.

2. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Sidharth Sharma & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31^st March, 2018. The Secretarial Audit Report is annexed as Annexure VII to this Annual Report.

Following are the observation given by the Secretarial Auditor of the Company:

a) The Company is required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. In lieu of this, Company has changed its main object clause and is also under process of registration itself with RBI under Section 45-IA.

b) The Company has generally complied with Section 135 of Companies Act, 2013, except for the amount lying unspent.

24. CORPORATE GOVERNANCE

Pursuant to Listing Regulations, the Management Discussion & Analysis Report and Corporate Governance Report together with Certificate from Practicing Company Secretary, on compliance with the conditions of Corporate Governance as lay down, forms a part of this Annual Report.

25. AUDIT COMMITTEE OF THE COMPANY:

The Company’s Audit Committee comprises the following Directors:

1. Mr. Sharad Rathi (Chairman);

2. Mr. Ramakant Gaggar;

3. Mrs. Manju Maheshwari

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Act, and Regulation 18 of the Listing Regulations.

26. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits, top 10 employees in terms of remuneration drawn and other Disclosures pertaining to remuneration are provided in Annexure VIII to this Annual Report.

Having regard to the provisions of the proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company

The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

27. ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation of the co-operation received from shareholders, bankers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

sd/-

Suresh Gaggar

Chairman

DIN: 00599561

Mumbai, 28^th June, 2018

Registered Office:

901, Raheja Chambers, Nariman Point, Mumbai - 400021

CIN : L74110MH1995PLC093448

Email ID: [email protected]

Website : www.garnetint.com

Tel No : 91-022-22820714

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Mar 31, 2016

To,

The Members,

GARNET INTERNATIONAL LIMITED

The Directors have pleasure in presenting their Thirty Fourth Annual Report with Audited Accounts of the Company for the year ended 31^st March 2016.

FINANCIAL HIGHLIGHTS

Amount in Rs

Particulars	Year ended 31st March 2016	Year ended 31st March 2015
Total Income	228776026	21536794
Profit/(Loss) before Depreciation and Tax	5713993	7186847
Less: Depreciation	720371	891267
Profit/(Loss) before Tax	4993622	6295580
Less: Provision for Tax	2189569	(900664)
Net Profit /(Loss) after Tax	2804053	7196244

DIVIDEND

Your directors are pleased to recommend a dividend of 7% i.e. Rs. 0.70 per Equity Share of Rs. 10/- each for the financial year ended 31^st March, 2016 subject to approval of the shareholders at the ensuing Annual General Meeting

SHARE CAPITAL

The paid up equity share capital of the Company as on 31^st March, 2016 was Rs.6,22,50,000/-.

Further, the company has not issued any shares with differential voting rights nor granted stock options nor sweat equity shares.

As on 31^st March, 2016 Mr. Ramakant Gaggar, Director of the Company acquired 1,47,014 shares of the Company and Mr. Suresh Gaggar Director of the Company sold 81,895 shares of the company.

DEPOSITS

Your company has not accepted/invited deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014

SUBSIDIARY COMPANIES

The Company has One (1) Subsidiary as on March 31, 2016 and Two (2) Associate Companies within the meaning of Section 2(87) and 2(6), respectively of the Companies Act, 2013 ("Act") as on March 31, 2016. There has been no material change in the nature of the business of the subsidiary.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statement of the Subsidiary company in Form AOC-1 is attached to the a part of this Report as Annexure- ''A''

Your Company has 5 (Five) Directors consisting of 3 (Three) Independent Non- Executive Directors and 2 (Two) Non Independent Executive Directors, as on 31^st March, 2016

Appointment/Resignations from the Board of Directors

Mrs. Manju Maheshwari is appointed as Women Director on the Board of Directors of the Company on 20^th April, 2015. Mr. Devan Mehta tendered his resignation from Board of Directors of the Company on the same date i.e. 20^th April, 2015 which was duly approved by Board.

Independent and Non-Executive Directors

In terms of the definition of ''Independence'' of Directors as prescribed under Regulation 16 (1) (b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, and pursuant to Section 149(6) of the Companies Act, 2013 and based on the confirmation/disclosures received from the Directors, the following are the Independent Directors of the Company:

1. Mr. Dinesh Nandwana

2. Mr. Sharad Rathi

Woman Director

In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 (1) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, a company shall have at least one Woman Director on the Board of the Company. Your company has appointed Mrs. Manju Maheshwari as Director on the Board of the Company since 20^th April, 2015.

Chairman & Managing Director (CMD)

Mr. Suresh Gaggar is Managing Director of the Company.

Directors Retiring by Rotation

In terms of Section 152 of the Companies Act, 2013 Mr. Ramakant Gaggar being longest in office shall retire by retire at the ensuing AGM and being eligible for re-appointment, offers himself for re-appointment.

Appointment/Resignation of the Key Managerial Personnel

Mr. Sanjay Ravindra Raut is appointed as Chief Financial Officer (CFO) of the Company with effect from 20th April, 2015.

Number of Meetings of the Board

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. Due to business exigencies, certain business decisions are taken by the Board through circulation from time to time.

The Board met 10 (Ten) times during the FY 2015-16 viz, 20^th April, 2015, 30^th May, 2015, 13^th July,2015, 22^nd July, 2015, 13^th October, 2015, 04^th November, 2015, 13^th January, 2016 , 05^th February, 2016, 22^nd February, 2016 and 29^th February, 2016.

Detailed information on the meetings of the Board are included in the report on Corporate Governance, which forms part of this Annual Report.

COMMITTEES OF THE BOARD

Your company has several committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of laws and statutes applicable to the company.

The company has following Committees namely:

1. Audit Committee;

2. Stakeholder Grievance Committee;

3. Remuneration & Nomination Committee;

The details with respect to the composition, powers, roles, terms of reference, etc of the aforesaid committees are given in details in the "Report on Corporate Governance" of the Company which forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, not applicable to the Company.

RISK MANAGEMENT POLICY

The company has adopted a Risk Management Policy wherein all material risk faced by the company are identified and assessed. The Risk Management framework defines the risk management approach of the Company and includes collectively identification of risks impacting the Company''s business and document their process of identification, mitigation, optimization of such risks.

REMUNERATION POLICY

The remuneration policy is in consonance with the existing industry practice and also with the provisions of the Companies Act, 2013. The Board of Directors has adopted a Remuneration Policy for Key Managerial Personnel and other employees. The Company''s remuneration policy is driven by the success and performance of the individual employee and the performance of the Company. The details of remuneration/sitting fee paid to Directors during the financial year are given in Form MGT 9, the Extract of Annual Return, annexed with the Directors report. There is no other pecuniary relationship or transactions between the Company and the non-executive directors. All the Directors have waived their remuneration; therefore no Remuneration is paid to any of the directors of Company.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, is annexed as Annexure - ''E'' and forms part of this Report.

LISTING AND DEMATERIALISATION

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd (BSE). The shareholder can avail the facility provided by NSDL and CDSL to demat their shares. Shareholders are requested to convert their holdings to dematerialized form to derive the benefits of holding the shares in electronic form.

VIGIL MECHANISM

The Company has a Vigil Mechanism / Whistle Blower Policy to report genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism/ Whistle Blower policy has been posted on the website of the Company (www.garnetint.com)

PERFORMANCE EVALUATION OF THE BOARD

In compliance with the provisions of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 and Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, a structured questionnaire was prepared after taking into consideration various aspects of Board''s functioning, composition of Board and Committees, culture, execution and performance of specific duties, obligations and governance.

The performance of evaluation of Independent Directors was completed. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and the rules made there under are given in the notes to the Financial Statement

RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year were in the ordinary course of business and were on arm''s length basis. There were no materially significant related party transactions entered by the Company with the Promoters, Director, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. All the related party transactions are placed before the Audit Committee as also to the Board for approval.

Since all the related party transactions entered into by the company were in ordinary course of business and were on an arm''s length basis, Form AOC-2 is not applicable to the Company.

None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Accounting Standards viz; AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India and form a part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

Garnet''s internal control systems and procedures are adequately commensurate with the magnitude of its current business. The operating and business control procedures have been planned and implemented in a manner that ensures efficient use of resources, as well as compliance with procedures and regulatory requirements. The internal control system is being further strengthened by laying out well-documented guidelines, approval and authorization procedures.

AUDITORS & AUDITORS REPORTS

a) Statutory Auditors

M/s. MVK Associates, Chartered Accountants (Firm Registration No: 120222W), the Statutory Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting (AGM). The Company has obtained written consent from the Auditors and confirmation to the effect that they are not disqualified to be re- appointed as the Auditors of the Company in terms of the provisions of the Companies Act, 2013 and rules made there under and that the appointment, if made, would be in conformity with the limits specified in the said Section

Accordingly the Board of Directors have recommended the re-appointment of M/s. MVK Associates, Chartered Accountants to audit the accounts of the Company for the financial year 2016-17 on the remuneration to be decided by the Board in consultation with the Auditors, subject to approval of shareholders in the ensuing AGM of the Company.

The Statutory Auditors in their report to the members have given qualified opinion and remarks and the response of your Directors with respect to it is that Company Management is under process to resolve the issue.

b) Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s. Siddharth Sharma & Associates, Company Secretaries, Mumbai to conduct the Secretarial Audit of the Company for the Financial Year 2015-16. The Secretarial Audit Report for the Financial Year 2015-16 is annexed to this report as Annexure-''B''

The Secretarial Auditors in their report to the members have given remarks and the response of your Directors with respect to it is that Company Management is under process to ratify the same.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the regulators or courts or tribunals, which would impact the going concern status and the Company''s operations in future.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT-9 as required under Section 92 of Companies Act, 2013 forms an integral part of this Report as Annexure - ''C''.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - ''D'' to this Report.

None of the employees have drawn remuneration more than Rs. 5,00,000/- p.m., if employed for the part of the year and Rs. 60,00,000/- p.a., if employed throughout the Year.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

It has always been the Company''s endeavour to excel through better Corporate Governance and fair and transparent practices, many of which have already been in place even before they were mandated by the law of the land. The company voluntarily complies with the requirement of the SEBI (LODR) regulations 2015.

The Board of Directors of the Company had also evolved and adopted a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally. The Code is available on the website of the Company www.garnetint.com.

A separate report on Management Discussion and Analysis and Corporate Governance which is voluntarily adopted by the Company is included in this Annual Report as Annexure ''E'' & ''F'' respectively.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

(a) that in preparation of Annual Accounts for the year ended 31^st March, 2016, the applicable accounting standards has been followed along with proper explanation relating to material departures, if any;

(b) that such accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the statement of affairs of the company as at 31^st March, 2016 and of the profit of the Company for the year ended on that date;

(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts have been prepared on a going on concern basis;

(e) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were operating effectively;

(f) That the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY DISCLOSURES

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:

A. Conservation of Energy, Technology Absorption

As per the provisions of Section 134(1) (m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 considering the Company''s business activities, the Directors have nothing to state in connection with Conservation of Energy and Technology Absorption therefore the said provisions are not applicable to the Company.

B. Foreign Exchange Earnings and Outgo

During the year under review, the Company did not have any Foreign Exchange Earnings or Outgo.

C. Business Responsibility Reporting

The Business Responsibility Reporting, as required pursuant to Regulation 34 (2) f of SEBI (LODR) Regulation 2015, is not applicable to your Company for the financial year ended 31^st March, 2016.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express deep and sincere gratitude to all the stakeholders of the Company for their confidence and patronage.

Your Directors wish to place on record their appreciation, for the support and contribution made by the employees at all levels and also wish to thank all its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board

sd/- sd/-

Place: Mumbai Suresh Gaggar Ramakant Gaggar

Date: 30^th May 2016 Managing Director Director

DIN No. 00599561 DIN No. 01019838

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Thirty Third Annual Report with Audited Accounts of the Company for the year ended 31'st March 2015.

FINANCIAL HIGHLIGHTS

Amount in Rs

Year ended Year ended Particulars 31St March 2015 31st March 2014

Total Income 21536794 6588610

Profit/(Loss) before 7186847 1137418 Depreciation and Tax

Less: Depreciation 891267 573297

Profit/(Loss) before Tax 6295580 564121

Less: Provision for Tax (900664) 308637

Net Profit /(Loss) after Tax 7196244 255484

DIVIDEND

Your directors are pleased to recommend a dividend of 5% i.e. Rs. 0.50 per Equity Share of Rs. 10/- each for the financial year ended 31st March, 2015 subject to approval of the shareholders at the ensuing Annual General Meeting

SHARE CAPITAL

The paid up equity share capital of the Company as on 31st March, 2015 was Rs.6,22,50,000/-.

Further, the company has not issued any shares with differential voting rights nor granted stock options nor sweat equity shares.

As on 31st March, 2015 Mr. Ramakant Gaggar Director of the Company acquired 35,364 shares of the Company and Mr. Suresh Gaggar Director of the Company acquired 2,30,100 shares of the company.

DEPOSITS

Your company has not accepted/invited deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014

SUBSIDIARY COMPANIES

The Company has One (1) subsidiary as on March 31, 2015. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiary.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statement of the Subsidiary company in Form AOC-1 is attached to the a part of this Report as Annexure- 1

DIRECTORS

Your Company has 5 (Five) Directors consisting of 2 (Two) Independent Directors, and 3 (Three) Non Independent Directors, as on 31st March, 2015

Appointment/Resignations from the Board of Directors

There is no Appointment/Resignation of Board of Directors during the year

Independent and Non-Executive Directors

In terms of the definition of 'Independence' of Directors as prescribed under Clause 49 of the Listing Agreement entered with the Stock Exchanges and pursuant to Section 149(6) of the Companies Act, 2013 and based on the confirmation/disclosures received from the Directors, the following are the Independent Directors of the Company:

1. Mr. Dinesh Nandwana

2. Mr. Sharad Rathi

Woman Director

In terms of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a company shall have atleast one Woman Director on the Board of the Company. Your company has appointed Mrs. Manju Maheshwari as Director on the Board of the Company since 20th April, 2O15.

Chairman & Managing Director (CMD)

Mr. Suresh Gaggar is Managing Director of the Company Directors Retiring by Rotation

In terms of Section 152 of the Companies Act, 2013 Mr. Ramakant Gaggar being longest in office shall retire by retire at the ensuing AGM and being eligible for re-appointment, offers himself for re-appointment.

Appointment/Resignation of the Key Managerial Personnel

There was no resignation of Key Managerial Personnel during the year under review.

Number of Meetings of the Board

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. Due to business exigencies, certain business decision are taken by the Board through circulation from time to time.

The Board met 7 (Seven) times during the FY 2014-15 viz, 29th May, 2014, 9th June, 2014, 24th July, 2014, 5th November, 2014, 24th November, 2014, 27th January, 2015 and 20th March, 2015.

Detailed information on the meetings of the Board are included in the report on Corporate Governance, which forms part of this Annual Report.

COMMITTEES OF THE BOARD

Your company has several committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of laws and statutes applicable to the company.

The company has following Committees namely:

1. Audit Committee;

2. Stakeholder Grievance Committee;

3. Remuneration & Nomination Committee;

The details with respect to the composition, powers, roles, terms of reference, etc of the aforesaid committees are given in details in the "Report on Corporate Governance" of the Company which forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, not applicable to the Company.

RISK MANAGEMENT POLICY

During the year under review, the company has adopted a Risk Management Policy wherein all material risk faced by the company are identified and assessed. The Risk Management framework defines the risk management approach of the Company and includes collectively identification of risks impacting the Company's business and document their process of identification, mitigation, optimization of such risks.

REMUNERATION POLICY

During the year under review, the Board has not paid Remuneration to Directors, Key Managerial Personnel, and Senior Management.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented as a separate section forming part of this Annual Report

VIGIL MECHANISM

The Company has not adopted a Whistle Blower Policy.

PERFORMANCE EVALUATION OF THE BOARD

In compliance with the provisions of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 and the Listing Agreement with the Stock Exchanges, a structured questionnaire was prepared after taking into consideration various aspects of Board's functioning, composition of Board and Committees, culture, execution and performance of specific duties, obligations and governance.

The performance of evaluation of Independent Directors was completed. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and the rules made thereunder are given in the notes to the Financial Statement

RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year were in the ordinary course of business and were on arm's length basis. There were no materially significant related party transactions entered by the Company with the Promoters, Director, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. All the related party transactions are placed before the Audit Committee as also to the Board for approval.

Since all the related party transactions entered into by the company were in ordinary course of business and were on an arm's length basis, Form AOC-2 is not applicable to the Company.

None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Accounting Standards viz; AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India and form a part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

Garnet's internal control systems and procedures are adequately commensurate with the magnitude of its current business. The operating and business control procedures have been planned and implemented in a manner that ensures efficient use of resources, as well as compliance with procedures and regulatory requirements. The internal control system is being further strengthened by laying out well-documented guidelines, approval and authorization procedures.

AUDITORS

a) Statutory Auditors

M/s. MVK Associates, Chartered Accountants (Firm Registration No: 120222W), the Statutory Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting (AGM). The Company has obtained written consent from the Auditors and confirmation to the effect that they are not disqualified to be re- appointed as the Auditors of the Company in terms of the provisions of the Companies Act, 2013 and rules made thereunder and that the appointment, if made, would be in conformity with the limits specified in the said Section

Accordingly the Board of Directors have recommended the re-appointment of M/s. MVK Associates, Chartered Accountants to audit the accounts of the Company for the financial year 2015-16 on the remuneration to be decided by the Board in consultation with the Auditors, subject to approval of shareholders in the ensuing AGM of the Company.

b) Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Mr. Kamlesh Jain, Practising Company Secretary, Mumbai (C.P. No. 14577) to conduct the Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report for the Financial Year 2014-15 is annexed to this report as Annexure- 2

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the regulators or courts or tribunals, which would impact the going concern status and the Company's operations in future.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT-9 as required under Section 92 of Companies Act, 2013 forms an integral part of this Report as Annexure - 3

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is not given as none of the employees of the Company is covered under the provisions of the said section.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

(a) that in preparation of Annual Accounts for the year ended 31st March, 2015, the applicable accounting standards has been followed along with proper explanation relating to material departures, if any;

(b) that such accounting policies have been selected and applied consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the statement of affairs of the company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts have been prepared on a going on concern basis;

(e) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were operating effectively;

(f) That the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY DISCLOSURES

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:

A. Conservation of Energy, Technology Absorption

As per the provisions of Section 134(1) (m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 considering the Company's business activities, the Directors have nothing to state in connection with Conservation of Energy and Technology Absorption therefore the said provisions are not applicable to the Company.

B. Foreign Exchange Earnings and Outgo

During the year under review, the Company did not have any Foreign Exchange Earnings or Outgo.

C. Business Responsibility Reporting

The Business Responsibility Reporting as required pursuant to Clause 55 of the Listing Agreement with Stock Exchanges is not applicable to your Company for the financial year ended 31st March, 2015.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express deep and sincere gratitude to all the stakeholders of the Company for their confidence and patronage.

Your Directors wish to place on record their appreciation, for the support and contribution made by the employees at all levels and also wish to thank all its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board

Place: Mumbai Suresh Gaggar Ramakant Gaggar Date: 30th May 2015 Director Director DIN No. 00599561 DIN No. 01019838

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Mar 31, 2014

Dear Members,

The Directors of Garnet International Limited take pleasure in presenting the Annual Report on the operations of the company, together with the audited accounts for the year ended March 31, 2014.

Financial Results

Amount in Rs

Particulars Year ended Year ended 31st March 2014 31st March 2013

Total Income 6588610 25618410

Profit/(Loss) before Depreciation and Tax 1137418 1512409

Less: Depreciation 573297 572916

Prpfit/(Loss) before Tax 564121 939492

Less: Provision for Tax 308637 274994

Net Prgfit/(Loss) after Tax 255484 664498

Year under review

During the year under review, your Company registered a total income of Rs. 6588610 as against Rs.25618410 in the previous year. Profit before depreciation and tax stood at Rs. 1137418 as against Profit of Rs. 1512409 in the previous year Your company reported net profit of Rs. 255484.

Dividend

Your Directors does not recommend any dividend for the financial year ended on 31st March, 2014.

Management''s Discussion and Analysis Report

Managements Discussion and Analysis Report for the year under review, which also deals with the opportunities, challenges and the future outlook for the Company as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India is presented in a separate section forming part of the Annual Report.

Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

* The applicable standards have been followed in the preparation of the annual accounts.

* The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2014 and the profit of the company for the year ended on that date.

* The Directors have taken appropriate and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

* The Directors have prepared the attached Statement of Accounts for the year ended March 31, 2014 on a going concern basis.

Subsidiary Company

Your Company has a subsidiary company namely Sukartik Clothing Private Limited with a stake of 60.13%. The Balance Sheet, Statement of Profit and Loss and other statements of the Subsidiary Company are not being attached with the Annual Report of the Company. The Company will make available the Annual Accounts of the Subsidiary Company and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Company will also be kept open for inspection at the Registered Office of the Company .The consolidated Financial Statements presented by the Company include the financial results of its Subsidiary.

Corporate Governance

Your Company is commited to maintain the highest standards of Corporate Governance.Your Directors adhere to the requirements set out by the Securities and Exchange Board of India, Corporate Governance practice and have implemented all the prescribed stipulations.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ramakant Gaggar and Mr. Sharad Rathi, Directors of the Company, shall retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment. The Board of Directors recommends their re-appointment.

Fixed Deposits

During the year under review, the company had neither accepted nor renewed any deposit from public within the meaning of Section 58 A of the Companies Act, 1956.

Auditors

The Board recommends appointment of M/S MVK Associates, Chartered Accountant as Statutory Auditors of the Company for the financial year 2014-15, who have also confirmed that their appointment shall be within limits specified under section 224 (1B) of the Companies Act, 1956.

Comments on Auditors'' Report

The company is in the process of taking remedial measures on the observations made by the Auditors in their Report.

Conservation of Energy, Research & Development,r Technology absorption, Foreign exchange Earnings and Outgo:

(A) Conservation of Energy and Technology Absorption

Considering the Company''s business activities, the Directors have nothing to state in connection with Conservation of Energy and Technology Absorption.

(B) Foreign Exchange Earninos And Outgo

During the year under review, the Company did not have any Foreign Exchange Earnings or Outgo.

Particulars as per section 217(2A) of Companies Act, 1956

Statement containing particulars of employees as required under Section 217(2A) of the Companies Act, 1956, is not given as none of the employees of the Company is covered under the provisions of the said section.

Acknowledgements

The Directors greatly value the support and co-operation received during the year from the Financial Institution, the Company''s Bankers, Statutory Authorities and all organizations connected with its business. The Directors also take pleasure in commending the valuable contributions made by the Company''s employees at all levels during the year under review.

For and on behalf of the Board

Place: Mumbai Suresh Gaggar Ramakant Gaggar Date: 2nd September 2014 Director Director DIN No. 00599561 DIN No. 01019838

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Mar 31, 2013

The Members

The Directors of Garnet International Limited take pleasure in presenting the Annual Report on the operations of the company, together with the audited accounts for the year ended March 31, 2013.

Financial Results

Amount in Rs.

Particulars Year ended Year ended 31st March 2013 31st March 2012

Total Income 25618409.92 257653792.11

Profit/(Loss) before Depreciation and Tax 1512408.54 7032305.46

Less: Depreciation 572916.17 572154.31

Profit/(Loss) before Tax 939492.37 6460151.15

Less: Provision for Tax 274994.00 160864.00

Net Profit /(Loss) after Tax 664498.37 6299287.15

Year under review

During the year under review, your Company registered a total income off 25618409.92 as against Rs. 257653792.11 in the previous year. Profit before depreciation and tax stood at Rs. 1512408.54 as against Profit of Rs. 7032305.46 in the previous year. Your company reported net profit of Rs. 664498.37.

Dividend

Your Directors does not recommend any dividend for the financial year ended on 31st March, 2013.

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, which also deals with the opportunities, challenges and the future outlook for the Company as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India is presented in a separate section forming part of the Annual Report.

Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

- the applicable standards have been followed in the preparation of the annual accounts.

Rs. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2013 and the profit of the company for the year ended on that date.

* the Directors have taken appropriate and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

- the Directors have prepared the attached Statement of Accounts for the year ended March 31, 2013 on a going concern basis.

Subsidiary Company

Your Company has a subsidiary company namely Sukartik Clothing Private Limited with a stake of 50.21%. The Balance Sheet, Statement of Profit and Loss and other statements of the Subsidiary Company are not being attached with the Annual Report of the Company. The Company will make available the Annual Accounts of the Subsidiary Company and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Company will also be kept open for inspection at the Registered Office of the Company The consolidated Financial Statements presented by the Company include the financial results of its Subsidiary.

Corporate Governance

Your Company is commited to maintain the highest standards of Corporate Governance.Your Directors adhere to the requirements set out by the Securities and Exchange Board of India, Corporate Governance practice and have implemented all the prescribed stipulations.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ramakant Gaggarand Mr. Sharad Rathi, Directors of the Company, shall retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment. The Board of Directors recommends their re-appointment.

Fixed Deposits

During the year under review, the company had neither accepted nor renewed any deposit from public within the meaning of Section 58 A of the Companies Act, 1956.

Auditors

M/s. R.5. Agrawal & Associates, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting. They have expressed their desire not to seek re-appointment. The Directors wish to put on record their appreciation for the services rendered by them.

The Company has received a notice from a member proposing the appointment of M/s. MVK Associates, Chartered Accountants as Statutory Auditors of the Company to hold office from conclusion of the ensuing Annual General Meeting till the conclusion of next Annual General Meeting. They have confirmed their eligibility and have given their consent for the proposed appointment. Members are requested to appoint Auditors at the ensuing Annual General Meeting.

Comments on Auditors'' Report

The company is in the process of taking remedial measures on the observations made by the Auditors in their Report.

Conservation of Energy, Research & Development, Technology absorption. Foreign exchange Earnings and Outgo:

(A) Conservation of Energy and Technology Absorption

Considering the Company''s business activities, the Directors have nothing to state in connection with Conservation of Energy and Technology Absorption.

(B) Foreign Exchange Earnings And Outgo

During the year under review, the Company did not have any Foreign Exchange Earnings or Outgo.

Particulars as per section 217(2A) of Companies Act, 1956

Statement containing particulars of employees as required under Section 217(2A) of the Companies Act, 1956, is not given as none of the employees of the Company is covered under the provisions of the said section.

Acknowledgements

The Directors greatly value the support and co-operation received during the year from the Financial Institution, the Company''s Bankers, Statutory Authorities and all organizations connected with its business. The Directors also take pleasure in commending the valuable contributions made by the Company''s employees at all levels during the year under review.



For and on behalf of the Board



Place: Mumbai Suresh Gaggar Ramakant Gaggar

Date: 27th May 2013 Director Director

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Mar 31, 2010

The Directors of Garnet International Limited take pleasure in presenting the Annual Report on the operations of the company, together with the audited accounts for the year ended March 31, 2010.

Financial Results

Rs. in Lacs

Particulars Year ended Year ended

31st March 2010 31st March 2009

Total Income 2410.55 27434.46

Profit/(Loss) before Depreciation and Tax 476.81 19.43

Less: Depreciation 1.95 1.26

Profit/YLoss) before Tax 474.87 18.17

Less: Provision for Tax 61.86 10.72

Net Profit/(Loss) after Tax 413.01 7.45

Year and Period under review

During the period under review, your Company registered a total income of Rs.2410.55 lacs as against Rs.27434.46 lacs in the previous year. Profit before depreciation and tax stood at Rs.476.81 lacs as against Profit of Rs.19.43 lacs in the previous year. Your company reported net profit of Rs.413.01 lacs.

Dividend

Your Directors have recommended a dividend of Re. 1.00 per equity share for the financial year ended on 31st March, 2010.

Managements Discussion and Analysis Report

Managements Discussion and Analysis Report for the year under review, which also deals with the opportunities, challenges and the future outlook for the Company as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in a separate section forming part of the Annual Report.

Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

- The applicable standards have been followed in the preparation of the annual accounts.

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2010 and the profit of the company for the year ended on that date.

- The Directors have taken appropriate and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

- The Directors have prepared the attached Statement of Accounts for the year ended March 31, 2010 on a going concern basis.

Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the requirements set out by the Securities and Exchange Board of India, Corporate Governance practice and have implemented all the prescribed stipulations.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ramakant Gaggar and Mr. Dinesh Nandwana, Directors of the Company, shall retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment. The Board of Directors recommends their re-appointment.

Mr. Sharad Rathi who was appointed as an Additional Director of the Company as on 21.07.2010 pursuant to the provisions of Section 260 of the Companies Act, 1956 would vacate his office on the date of ensuing Annual General Meeting of the Company. The Company has received Notice under Section 257 of the said act from a shareholder proposing the candidature of the aforesaid person as a Director of the Company. Accordingly, resolution has been proposed in the Notice of the forthcoming Annual General Meeting of the Company for the appointment of the aforesaid person as a Director of the Company.

Mr. Pankaj Goel had tendered resignation due to his other pre-occupations. Your Directors place on record their deep appreciation for the valuable contribution made by the outgoing Director during his association with the Company.

Fixed Deposits

During the year under review, the company had neither accepted nor renewed any deposit from public within the meaning of Section 58 A of the Companies Act, 1956.

Auditors

M/s. R.S. Agrawal & Associates, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1B) of the Companies Act, 1956 and have indicated their willingness to continue in the said office.

Auditors Comments

The company is in the process of taking remedial measures on the observations made by the Auditors in their Report.

Conservation of Energy, Research & Development, Technology absorption, Foreign exchange Earnings and Outgo:

(A) Conservation of Energy and Technology Absorption

Considering the Companys business activities, the Directors have nothing to state in connection with Conservation of Energy and Technology Absorption.

(B) Foreign Exchange Earnings And Outgo

During the year under review, the Company did not have any Foreign Exchange Earnings or Outgo.

Particulars as per section 217(2A) of Companies Act, 1956

Statement containing particulars of employees as required under Section 217(2A) of the Companies Act, 1956, is not given as none of the employees of the Company is covered under the provisions of the said section.

Acknowledgements

The Directors greatly value the support and co-operation received during the year from the Financial Institution, the Companys Bankers, Statutory Authorities and all organizations connected with its business. The Directors also take pleasure in commending the valuable contributions made by the Companys employees at all levels during the year under review.

For and on behalf of the Board

Place: Mumbai Suresh Gaggar Ramakant Gaggar

Date: 3rd August, 2010 Director Director